Service Corporation International (NYSE: SCI) eases board vacancy rules, cuts minimum board size
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Service Corporation International updated its corporate governance documents following shareholder approval at its annual meeting. On May 6, 2026, shareholders approved amendments to the company’s Restated Articles of Incorporation and Amended and Restated Bylaws, based on recommendations from the Board of Directors.
The amended Articles and Bylaws, effective May 7, 2026 and May 6, 2026 respectively, now permit the Board to increase the number of directors and fill newly created vacancies directly, instead of requiring shareholder action at an annual or special meeting. The changes also reduce the minimum size of the Board from nine directors to three, while keeping the maximum at fifteen directors.
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Annual meeting date: May 6, 2026
Articles effective date: May 7, 2026
Bylaws effective date: May 6, 2026
+3 more
6 metrics
Annual meeting date
May 6, 2026
Date shareholders approved amendments
Articles effective date
May 7, 2026
Amended Restated Articles of Incorporation effective
Bylaws effective date
May 6, 2026
Amended Bylaws effective
Minimum board size before
9 directors
Previous minimum size of Board
Minimum board size after
3 directors
New minimum size of Board
Maximum board size
15 directors
Maximum size unchanged by amendments
Key Terms
Restated Articles of Incorporation, Amended and Restated Bylaws, annual meeting of shareholders, Board of Directors, +1 more
5 terms
Restated Articles of Incorporation regulatory
"shareholders of the Company approved amendments to the Company’s Restated Articles of Incorporation"
Amended and Restated Bylaws regulatory
"and amendments to the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Board of Directors financial
"upon the recommendation of the Board of Directors of the Company (the “Board”)"
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
Certificate of Amendment regulatory
"Certificate of Amendment to Restated Articles of Incorporation of Service Corporation International"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||||
Form 8-K
| CURRENT REPORT | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2026 , at the annual meeting of shareholders (the “Annual Meeting”) of Service Corporation International (the “Company”), upon the recommendation of the Board of Directors of the Company (the “Board”), the shareholders of the Company approved amendments to the Company’s Restated Articles of Incorporation (as amended, the “Articles of Incorporation”) and amendments to the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”).
The amendments to the Articles of Incorporation, which became effective on May 7, 2026, and the amendments to the Bylaws, which became effective on May 6, 2026 , include (i) changes permitting the Board to increase the number of directors and fill newly created vacancies, thereby eliminating restrictions requiring that newly created directorships be filled only by shareholders at an annual or special meeting, and (ii) changes reducing the minimum number of directors constituting the Board from nine to three directors (with the maximum remaining at fifteen directors).
The foregoing description is qualified in its entirety by reference to the full text of the Articles of Incorporation and Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are included with this report
| Exhibit No. | Description | ||||
3.1 | Certificate of Amendment to Restated Articles of Incorporation of Service Corporation International | ||||
3.2 | Bylaws of Service Corporation International | ||||
| 104 | Interactive data file. | ||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 8, 2026 | SERVICE CORPORATION INTERNATIONAL | |||||||
| By: | /s/ LORI SPILDE | |||||||
Lori Spilde Senior Vice President General Counsel and Secretary | ||||||||
FAQ
What governance changes did Service Corporation International (SCI) approve at its 2026 annual meeting?
Service Corporation International shareholders approved amendments to its Restated Articles of Incorporation and Amended and Restated Bylaws. The changes mainly affect how board vacancies are filled and adjust the minimum board size, giving the Board more flexibility in managing its composition.
When did the new Articles of Incorporation and Bylaws of SCI become effective?
The amended Restated Articles of Incorporation became effective on May 7, 2026, while the amended Amended and Restated Bylaws became effective on May 6, 2026. These effective dates follow shareholder approval at Service Corporation International’s annual meeting held on May 6, 2026.
How did SCI change the rules for filling newly created board vacancies?
Service Corporation International’s amendments allow its Board of Directors to increase the number of directors and fill newly created vacancies itself. Previously, newly created directorships could only be filled by shareholders at an annual or special meeting, limiting the Board’s flexibility to respond to changing needs.
What is the new minimum and maximum number of directors on SCI’s Board?
The amendments reduced the minimum number of directors on Service Corporation International’s Board from nine to three, while the maximum remains at fifteen directors. This range defines the allowable size of the Board under the updated Articles of Incorporation and Bylaws approved by shareholders.
Where can investors find the full text of SCI’s amended Articles and Bylaws?
Investors can review the full text of Service Corporation International’s amended Restated Articles of Incorporation and Bylaws in the exhibits to the report. They are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference into the company’s disclosure.